Form of Restricted Stock Agreement



 Exhibit 10.5 
  
 RESTRICTED STOCK AGREEMENT 
  
 This Restricted Stock Award Agreement (the “Agreement”) is made effective as of [Date] (the “Effective Date”) between [Name] (the
“Employee”) and MPS Group, Inc., a Florida corporation (the “Company”). 
  
 W I T N E S S E T H    T H A T: 
  
 WHEREAS, the Company has awarded to Employee [Number] shares (the “Shares”) of the Company’s common stock (the “Stock”) effective as of the Effective Date, pursuant to the MPS Group, Inc.
Amended and Restated 1995 Stock Option Plan (the “Plan”), as a reward for prior service and as an incentive to remain with the Company or its subsidiaries or affiliates and to work to increase the value of the Stock; and 
  
 WHEREAS, the Shares are subject to the terms and conditions hereinafter
provided; 
  
 NOW, THEREFORE, the Company and the Employee agree
as follows: 
  
 1. AWARD. The Employee hereby is granted [Number] Shares as of
the Effective Date subject to all the terms and conditions of this Agreement. 
  
 2. STOCK CERTIFICATE; UNCERTIFICATED STOCK. 
  

	 	(a)	The Company may in its discretion issue one or more stock certificates (the “Certificate(s)”) in the name of the Employee for the Shares which Employee hereby acknowledges
and agrees would be subject to and bear the following legend: 

  
 “The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of a Restricted Stock Agreement entered into between the
registered owner and MPS Group, Inc., effective as of [Date]. Copies of such Agreement are on file in the offices of the Secretary, MPS Group, Inc., 1 Independent Drive, Jacksonville, Florida 32202.” 
  
 The Employee shall forfeit and/or return the Certificate(s) to the Company
upon the forfeiture of any Shares, pursuant to this Agreement. Thereafter, the Company shall reissue Stock pursuant to Section 2(c) of this Agreement for the number of Shares, if any, which were not forfeited. The new Stock, if any, and the Shares
represented thereby, shall remain subject to this Agreement. 
  

	 	(b)	The Company may in its discretion issue in the name of the Employee the Shares in an uncertificated form as properly recorded in the books and records of the Company, including its
stock transfer book, which Shares Employee hereby acknowledges and agrees would be subject to the same restrictions and limitations on transferability (including forfeiture) as are set forth for the Certificate(s) in Section 2(a) of this Agreement.










	 	(c)	In the event that Shares are forfeited pursuant this Agreement, (i) if a Certificate has been issued pursuant to Section 2(a) hereof, the Company shall reissue a Certificate
pursuant to Section 2(a) of this Agreement for the number of Shares, if any, which were not forfeited and (ii) if no Certificate has been issued and the Shares are uncertificated in accordance with Section 2(b) hereof, then the forfeiture of the
Shares shall be recorded in the books and records of the Company, including its stock transfer book. Notwithstanding the forgoing, all unforfeited Shares held by Employee pursuant to this Agreement shall remain subject to the terms of this Agreement
and the Plan. 

  
 3. VESTING OF SHARES. The Employee agrees the
Shares shall vest on the date and in the amount as follows: 
  

			
	 Vesting Date
	 	 Number of Shares Vested

	 [Date]
	 	 [Number]


  

	 	(a)	If the Employee shall cease to be employed by the Company, or any affiliate or subsidiary thereof such that Employee is no longer employed in any capacity with the group of
companies affiliated with the Company, and such termination of employment is both (i) for Good Cause on the part of the Company or without Good Reason on the part of Employee (as the terms Good Cause and Good Reason are defined in the executive
employment agreement between Employee and Company in effect as of the Effective Date) and (ii) for other than a Change in Control of the Company (as defined in Section 4 of this Agreement) at any time prior to the Vesting Date set forth above, then
the Employee shall forfeit and return to the Company any Shares which remain unvested as of such date for no payment. 

  

	 	(b)	Employee shall become vested in the Shares then remaining unvested upon the occurrence of (i) a Change in Control of the Company (as defined in Section 4 of this Agreement) or (ii)
termination of Employee’s employment without Good Cause by the Company or for Good Reason by the Employee (as the terms Good Cause and Good Reason are defined in the executive employment agreement between Employee and Company).


  

	 	(c)	No Shares hereunder shall be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of by Employee unless and until vested pursuant to this Section 3 above.


  

 -2- 








 4. CHANGE IN CONTROL. For purposes of this Agreement, “Change in Control” shall mean: 
  

	 	(a)	the acquisition by any person or persons (as such term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended) of legal or beneficial ownership of 35% or more
of either (i) the then outstanding shares of common stock of the Company, or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; 


 

	 	(b)	individuals who, as of the Effective Date, constitute the Board cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming
a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Board shall be considered as though such
individual were a member of the Board as of the date hereof; 

  

	 	(c)	approval by the shareholders of the Company of a reorganization, merger or consolidation, in each case unless the shareholders of the Company immediately before such reorganization,
merger or consolidation own, directly or indirectly, immediately following such reorganization, merger, or consolidation at least a majority of the combined voting power of the outstanding voting securities of the corporation resulting from such
reorganization, merger or consolidation in substantially the same proportion as their ownership of the voting securities immediately before such reorganization, merger or consolidation; or 

  

	 	(d)	approval by the shareholders of the Company of (i) a complete liquidation or dissolution of the Company, or (ii) the sale or other disposition of more than 50% of the assets of the
Company within a twelve month period. 

  
 5. VOTING RIGHTS; DIVIDENDS; CAPITAL CHANGES. 
  

	 	(a)	Except as otherwise limited or provided in this Agreement, with respect to any Shares subject to the restrictions of this Agreement, the Employee shall be a shareholder of the
Company and (i) shall have all of the rights of a shareholder with respect to the Shares, including full power to vote all of the Shares from time to time, and (ii) shall be entitled to receive dividends and/or distributions declared on such Shares.


  

	 	(b)	Any new, additional or different shares of capital stock or other securities issued with respect to any of the Shares described herein or in substitution or replacement thereof
shall be subject to all of the terms and conditions of this Agreement and shall be delivered to the Employee (or the Employee’s beneficiary) or revert to the Company under the same circumstances as the original Shares with respect to, or in
substitution for which, they were issued. 

  
 6. DELIVERY OF SHARES. 
  

	 	(a)	If Employee refuses to deliver to Company a properly endorsed stock certificate for any Shares forfeited, the Employee hereby authorizes and directs the 

  

 -3- 








 Company to cancel on its books and records (including but not limited to its stock transfer book) the
Employee’s ownership of the Shares and to take whatever action the Company deems necessary or appropriate to have such Shares registered in the name of the Company without any further action, or direction, by the Employee. The Company shall
have similar rights to cancel on its books and records (including but not limited to its stock transfer book) the Employee’s ownership of any Shares in an uncertificated form and to take whatever action the Company deems necessary or
appropriate to have such Shares registered in the name of the Company without any further action, or direction, by the Employee. 
  

	 	(b)	The Company may in its discretion require the execution and delivery by the Employee of blank stock powers, an escrow agreement, and related schedules and exhibits, as a condition
of issuance or delivery of, or removal of restrictions from, the Shares or Certificate(s). 

  

	 	(c)	The Company may in its discretion require that Employee pay, or evidence to the Company’s satisfaction arrangement for the payment of, Federal, state or local taxes associated
with the award or vesting of the Shares, as a condition of issuance or delivery of, or removal of restrictions from, the Shares or Certificate(s). 

  

7. COMPLIANCE WITH LAW AND REGULATIONS; INCORPORATION OF PLAN. The obligations of the Company hereunder are subject to all applicable Federal and state laws and to the
rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Shares are then listed and any other government or regulatory agency. This Agreement is expressly made subject to the terms of the
Plan, the terms and conditions of which are expressly incorporated herein by reference. The Employee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. 
  
 8. ATTORNEYS’ FEES. The prevailing party in any litigation hereunder shall be entitled
to attorneys’ fees and costs of litigation. 
  
 9. NO RIGHTS TO EMPLOYMENT.
Nothing in this Agreement shall confer upon the Employee any right to continue in the employ of the Company or interfere in any way with the right of the Company to terminate Employee’s employment at any time. 
  
 10. GOVERNING LAW. The terms of this Agreement shall be governed by and interpreted in
accordance with the laws of the State of Florida, without regard to any issues of conflicts of laws. 
  

 -4- 








 IN WITNESS WHEREOF, the Employee and Company have executed the Agreement effective as of the day and year
first above written. 
  

			
	 MPS GROUP, INC.:

		
	 By:
	 	 /s/


	 Its:
	 	 
	
	 EMPLOYEE:

		
	 	 	 /s/


	 [Name]
	 	 


  

 -5-